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EX-23.1 - EX-23.1 - US Foods Holding Corp.d322023dex231.htm

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

US FOODS HOLDING CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   5140   26-0347906

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer

Identification No.)

9399 W. Higgins Road, Suite 500

Rosemont, IL 60018

(847) 720-8000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Luis A. Avila, Esq.

Interim General Counsel and Chief Compliance Officer

US Foods Holding Corp.

9399 W. Higgins Road, Suite 500

Rosemont, IL 60018

(847) 720-8000

(Name, address, including zip code, and telephone number, including area code, of agent for service) ‘

 

 

Copies to:

 

Kevin T. Collins, Esq.

William L. Tolbert, Jr., Esq.

Jason M. Casella, Esq.

Jenner & Block LLP

919 Third Avenue

New York, NY 10022

Telephone: (212) 891-1600

 

Steven J. Slutzky, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Telephone: (212) 909-6000

 

Joseph H. Kaufman, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Telephone: (212) 455-2000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒  File No. 333-215534

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☒  (Do not check if a smaller reporting company)    Smaller reporting company  

 

 


CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered(1)(2)

 

Proposed

Maximum

Offering Price

Per Share(3)

 

Proposed

Maximum

Aggregate

Offering Price(1)(3)

 

Amount of

Registration Fee

Common Stock, par value $0.01 per share

  6,900,000   $26.00   $179,400,000   $20,793

 

 

(1) Includes shares of common stock subject to the underwriters’ option to purchase additional shares of common stock. See “Underwriting (Conflicts of Interest).”
(2) This amount is in addition to the 34,500,000 shares of common stock registered under the Registrant’s registration statement originally declared effective on January 25, 2017 (File No. 333-215534) and includes shares to be sold upon exercise of the underwriters’ option to purchase additional shares of common stock.
(3) Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

 

 

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This registration statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the registrant’s prior registration statement on Form S-1 (Registration No. 333-215534), originally filed with the Commission on January 13, 2017, as amended (together with its exhibits, the “Prior Registration Statement”), which was declared effective on January 25, 2017. The Prior Registration Statement is incorporated by reference herein.

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rosemont, Illinois, on the 25th day of January, 2017.

 

US FOODS HOLDING CORP.
By:   /s/ Luis A. Avila

Name:

Title:

 

Luis A. Avila

Interim General Counsel and Chief Compliance Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on the 25th day of January, 2017.

 

Signature

  

Title

 

Date

*

Pietro Satriano

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

  January 25, 2017

*

Fareed Khan

  

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

  January 25, 2017

*

John C. Compton

   Chairman of the Board of Directors   January 25, 2017

*

Court D. Carruthers

   Director   January 25, 2017

*

Kenneth A. Giuriceo

   Director   January 25, 2017

*

John A. Lederer

   Director   January 25, 2017

*

Vishal Patel

   Director   January 25, 2017

*

Richard J. Schnall

   Director   January 25, 2017

*

Nathaniel H. Taylor

   Director   January 25, 2017

*

David M. Tehle

   Director   January 25, 2017

 

*By:  

/s/ Luis A. Avila

 

Luis A. Avila

Attorney-in-Fact

 

3


EXHIBIT INDEX

 

Exhibit Number

  

Description of Exhibits

5.1    Opinion of Jenner & Block LLP (incorporated by reference to Exhibit 5.1 filed with the Prior Registration Statement).
23.1*    Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
23.2    Consent of Jenner & Block LLP (included in Exhibit 5.1).
24.1    Power of Attorney (included on signature page to the Prior Registration Statement and incorporated herein by reference).

 

 

* Filed herewith.